<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 2000.
___ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _____________ to ____________.
0-24816
(Commission File Number)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
-----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2610414
---------------------------- --------------------------------
(State of other jurisdiction (IRS Employer Identification No.)
incorporated or organization)
230 S. Broad Street, Mezzanine
Philadelphia, Pennsylvania 19102
--------------------------------
(Address of principal executive offices)
Registrant's telephone number: 215-790-4700
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
Indicate the number of units of limited partnership interest outstanding as of
the latest practicable date.
Units of Limited Partnership Interest 97,752 units
-------------------------------------------- --------------------------------
(Class) (Outstanding at August 10, 2000)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
June 30, 2000 and December 31, 1999 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three and Six Months ended June 30, 2000 and 1999 4
Combined Statements of Cash Flows
Six Months ended June 30, 2000 and 1999 5
Notes to Combined Financial Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
PART II. OTHER INFORMATION
Item 6. Reports on Form 8-K 9
SIGNATURES 10
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
(UNAUDITED)
----------- ------------
<S> <C> <C>
ASSETS
Rental property, at cost:
Land $ 15,444 $ 15,293
Buildings 218,651 215,676
--------- ---------
234,095 230,969
Less: accumulated depreciation 117,858 114,302
--------- ---------
Rental property, net 116,237 116,667
Cash and cash equivalents 2,705 2,527
Restricted cash 3,295 2,316
Tenant accounts receivable, net of allowance
of $30 - 2000 and 1999 352 312
Unbilled rent receivable 547 531
Tenant leasing costs 41 50
Accounts receivable and other assets 1,271 1,684
--------- ---------
Total assets $ 124,448 $ 124,087
========= =========
LIABILITIES AND PARTNERS' DEFICIT
Wraparound mortgages payable $ 300,963 $ 300,782
Less: unamortized discount based on imputed
interest rate of 12% 152,531 156,559
--------- ---------
Wraparound mortgages payable less
unamortized discount 148,432 144,223
Due to Pension Groups -- 189
Other borrowings 770 770
Deferred revenue 767 556
Accounts payable and other liabilities 2,219 1,989
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,051
--------- ---------
Total liabilities 156,889 152,428
Partners' deficit (32,441) (28,341)
--------- ---------
Total liabilities and partners' deficit $ 124,448 $ 124,087
========= =========
</TABLE>
See accompanying notes to combined financial statements
3
<PAGE> 4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN PARTNERS' DEFICIT (UNAUDITED)
(IN THOUSANDS, EXCEPT PER-UNIT DATA)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Income:
Rental income $ 4,838 $ 4,774 $ 9,676 $ 9,359
Other charges to tenants 1,365 1,321 2,740 2,595
Interest income 62 49 121 101
-------- -------- -------- --------
Total income 6,265 6,144 12,537 12,055
-------- -------- -------- --------
Operating expenses:
Interest expense 4,062 3,962 8,167 8,031
Real estate taxes 1,234 1,172 2,465 2,344
Management fees 276 283 550 582
Common area maintenance expenses 411 447 1,071 1,012
Ground rent 107 102 272 260
Repairs and maintenance 73 140 158 293
General and administrative 201 196 296 327
Depreciation 1,788 1,792 3,556 3,574
Amortization 38 46 72 92
-------- -------- -------- --------
Total operating expenses 8,190 8,140 16,607 16,515
-------- -------- -------- --------
Operating loss (1,925) (1,996) (4,070) (4,460)
Other expense:
Net loss on disposition of properties (30) -- (30) (1,478)
-------- -------- -------- --------
Loss before extraordinary gain (1,955) (1,996) (4,100) (5,938)
Extraordinary gain:
Forgiveness of wraparound mortgages
payable on dispositions of properties -- -- -- 2,074
-------- -------- -------- --------
Net loss (1,955) (1,996) (4,100) (3,864)
Partners' deficit:
Beginning of period (30,486) (23,486) (28,341) (21,618)
-------- -------- -------- --------
End of period ($32,441) ($25,482) ($32,441) ($25,482)
======== ======== ======== ========
Net loss per unit ($ 20.00) ($ 20.42) ($ 41.94) ($ 39.53)
======== ======== ======== ========
</TABLE>
See accompanying notes to combined financial statements.
4
<PAGE> 5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30,
---------------------------
2000 1999
---------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($4,100) ($3,864)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 3,556 3,574
Amortization of discount 4,028 3,582
Net loss (gain) on disposition of properties
including forgiveness of wraparound
mortgages payable 30 (596)
Increase in tenant accounts receivable (40) (139)
(Increase) decrease in unbilled rent
receivable (16) 299
Decrease in tenant leasing costs 9 10
Decrease in accounts receivable
and other assets 413 65
Increase (decrease) in accounts payable
and other liabilities 230 (276)
Increase in deferred revenue 211 1,260
------- -------
Net cash provided by operating activities 4,321 3,915
------- -------
Cash flows from financing activities:
Payments on wraparound mortgages (3,384) (3,263)
Decrease in due to Pension Groups (189) --
Proceeds from other borrowings -- 350
Proceeds from additional debt 3,565 --
------- -------
Net cash used in financing activities (8) (2,913)
------- -------
Cash flows from investing activities:
Acquisition of properties (2,170) (270)
Improvements to rental property (986) (858)
------- -------
Net cash used in investing activities (3,156) (1,128)
------- -------
Increase (decrease) in cash and
cash equivalents 1,157 (126)
Cash and cash equivalents:
Beginning of period 4,843 5,650
------- -------
End of period $ 6,000 $ 5,524
======= =======
</TABLE>
See accompanying notes to combined financial statements.
5
<PAGE> 6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Notes to Combined Financial Statements (Unaudited)
June 30, 2000
Note 1: Basis of Presentation
The accompanying unaudited combined financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all
information and footnotes necessary for presentation of financial position,
results of operations, and cash flows required by generally accepted accounting
principles for complete financial statements. The information furnished reflects
all adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair summary of the financial position,
results of operations and cash flows for the interim periods presented. The
financial statements should be read in conjunction with the financial statements
and notes thereto filed with Form 10-K for the year ended December 31, 1999.
Note 2: Formation and Description of Business
National Property Analysts Master Limited Partnership (NPAMLP), a limited
partnership, was formed effective January 1, 1990. NPAMLP is owned 99% by the
limited partners and 1% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. ("FII"), the equity general partner.
The properties included in NPAMLP consist primarily of regional shopping centers
or malls with national retailers as anchor tenants. The ownership and operations
of these properties have been combined in NPAMLP.
The combined financial statements include the accounts of partnerships that
contributed their interests to NPAMLP and certain partnerships whose partnership
interests were not contributed as of the effective date of NPAMLP's formation on
January 1, 1990, but were allocated their interests in NPAMLP as if they were
contributed on January 1, 1990.
6
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Results of Operations
NPAMLP owned 49 properties at June 30, 2000 and 1999. In January and March 1999,
portions of the Cahokia, Illinois property were conveyed to the underlying
mortgage lender and sold, respectively, pursuant to the Plan of Reorganization
of Cahokia Associates. In October 1999 and March 2000, the Minot, North Dakota
property was sold and the Painesville, Ohio property was purchased,
respectively, in a transaction structured to be a tax-free exchange in
accordance with Section 1031 of the Internal Revenue Code. In June 2000, a
portion of the Sparks, Nevada property was conveyed to the State of Nevada
pursuant to a road widening project. Income increased for the three and six
month periods ended June 30, 2000 versus June 30, 1999 by $121,000 and $482,000,
respectively. The increase was primarily due to increased rental income arising
from increased leasing activity, and increased other charges to tenants arising
from increased real estate tax and common area maintenance expenses. The
increase was partially offset by decreased rental income and other charges to
tenants arising from the above property transactions.
Operating expenses increased for the three and six month periods ended June 30,
2000 versus June 30, 1999 by $50,000 and $92,000, respectively. The increase in
operating expenses was primarily due to increases in real estate tax expenses.
There was a net loss on disposition of properties for the six month periods
ended June 30, 2000 and June 30, 1999 of $30,000 and $1,478,000, respectively.
This was due to the dispositions of a portion of the Sparks property in June
2000 and portions of the Cahokia property in January and March 1999,
respectively.
Forgiveness of wraparound mortgages payable on dispositions of properties for
the six month period ended June 30, 1999 resulted from the dispositions of
portions of the Cahokia property as described above.
7
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NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Liquidity and Capital Resources
Net cash provided by operating activities for the six month period ended June
30, 2000 was $4,321,000. Net cash used in financing and investing activities was
$8,000 and $3,156,000, respectively. As a result of the above, there was a
$1,157,000 increase in cash for the six months ended June 30, 2000.
During 1999 and 2000, NPAMLP had two outstanding lines of credit with E & H
Properties, Inc. (E & H), a related party, under which E & H would advance up to
$1,250,000 to NPAMLP for the purposes of making capital and tenant improvements
to the properties (the NPAMLP Lines). The NPAMLP Lines include a $1,000,000 and
a $250,000 line of credit. Pursuant to the NPAMLP Lines, the obligation of E & H
to make advances to NPAMLP is at all times in the sole and absolute discretion
of E & H. As of June 30, 2000, there were $770,000 of advances under the NPAMLP
Lines.
As of June 30, 2000, the third party underlying mortgages were current for all
the properties except the properties located in Fairfield, Iowa; Huron, South
Dakota; Wahpeton, North Dakota and Washington, Iowa. These properties are
encumbered by the same mortgage and the Fairfield, Wahpeton and Washington
properties were leased to the same tenant as of June 30, 2000. In June 1999 the
loan matured and had a balloon payment due. The tenant at these properties is
seeking to enforce a provision of its lease whereby NPAMLP, as landlord, would
be required to convey the four properties at a price defined in the lease.
NPAMLP disputes this interpretation of the lease and in July 1999, filed an
action for declaratory judgement in the United States District Court for the
Eastern District of Pennsylvania to resolve this matter. If NPAMLP were required
to convey these four properties, it would result in a loss on disposition of
properties of approximately $85,000.
In March 2000, the third party underlying mortgage on the Ardmore, Oklahoma
property was refinanced. The refinancing provided NPAMLP with approximately
$1,492,000 in funds to be used for the purposes of making capital and tenant
improvements to the Ardmore property and the other properties of NPAMLP. As of
June 30, 2000, approximately $155,000 has been used for these purposes.
As of June 30, 2000, NPAMLP was obligated for approximately $591,000 of capital
commitments which are primarily for roof replacement, asphalt repairs, heating
and air conditioning units and tenant fit-out costs.
8
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PART II
Item 6(B). Reports on Form 8-K
The registrant was not required to file any current reports on Form 8-K
during the three months ended June 30, 2000.
9
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
-----------------------------------------------
(Registrant)
Date: August 10, 2000
--------------------------------------------
By: EBL&S, Inc., its managing general partner
---------------------------------------------
By: /s/ Edward B. Lipkin
---------------------------------------------
Name: Edward B. Lipkin
Title: Director
By: Feldman International, Inc., its equity
general partner
---------------------------------------------
By: /s/ Robert McKinney
---------------------------------------------
Name: Robert McKinney
Title: Director
10
